“You” means you, a publisher or other rights-holder wishing to participate in BOOK2LOOK (and “Your” is to be interpreted accordingly), and accepting these terms and conditions.

1.

PREAMBLE

1.1

NBSL offers a web-based service (hereinafter referred to as “BOOK2LOOK”) operated by Book2Look International GmbH (“B2L”), which serves as an online marketing tool for publishers to promote the books they publish, by use of “BIBLETS”. NBSL asserts and confirms that NBSL is appointed and licensed by B2L to act as the exclusive distributor of BOOK2LOOK in the US and Canada.

1.2

A BIBLET is a collection of book details (the “Data”), including, if desired, an excerpt from the text of a book (the “Content”), (as defined in Appendix 1) that can be browsed online. A BIBLET may also include a digital image of the book cover (an “Icon”) specifically for display with the rest of the BIBLET where possible. All of the Data (and any Content or Icon) in a BIBLET is uploaded by participating publishers (in accordance with Clause 3), acting on their own legal and editorial responsibility, to a server operated by B2L for this purpose (hereinafter “B2L Server”) and using an access account assigned to them by B2L through NBSL. From there, the Data (and any Content or Icon) will be displayed in the BIBLET and thus made accessible to the public when Internet users (hereinafter referred to as “users”) select the corresponding BIBLET.

1.3

In keeping with their function as a marketing tool, BIBLETS are designed to be further disseminated by their users. BIBLETS can therefore be sent out by publishers and users as recommendations to third parties in the form of an e-mail, and/or integrated into websites, social bookmarking sites and social networks (hereinafter collectively referred to as “third party services”) insofar as the operator of the third-party services allow the corresponding integration (so-called “embedding”).

1.4

Under the following contract terms prescribed by B2L, BOOK2LOOK participating publishers determine for themselves how many BIBLETS they will create, as well as what content they will make accessible to the public in this manner and release for dissemination by the user.

1.5

A BIBLET comprises the Data (and any Content or Icon) as constituted in a form held on, and made available through, the B2L Server. Each BIBLET created by You is owned by You, and You have full control of the use of the BIBLET subject to the terms of this contract. For the avoidance of doubt B2L owns the B2L Server and the Software.

1.6

You control rights to books (and to Data, Content and Icons as appropriate) and wish to participate in BOOK2LOOK. That being said, the Parties agree to the following:

2.

YOUR RIGHTS AND RESPONSIBILITIES

2.1

Subject to making the payments in accordance with Schedule A, You have the right to create any number of BIBLETS using BOOK2LOOK during the contract term (see Clause 9) and, to that end, has the right to upload Data (and any Content or Icon) to the B2L Server, to integrate the BIBLETS created into its own website or third party websites and to make it publicly accessible to users for the purpose of further dissemination, all in accordance with the terms in Clause 3 regulating the BOOK2LOOK interface provided for this purpose.

2.2

You determine what Data and Content or Icon to upload to the B2L Server to be displayed in the BIBLETS and how long it is to remain there, in accordance with the prevailing restrictions in Clause 3. All uploaded Data, Content and Icons can be revised, expanded or deleted (see 2.4 below) from the B2L Server at any time by You.

2.3

Once Data and any Content or Icon is uploaded to the B2L Server and subsequently released for display in the corresponding BIBLETS, they are accessible to the public and can be utilised to the extent and manner described in Clauses 1.1 and 1.2. You acknowledge and agree that the Data and any Content or Icon You have uploaded to the B2L Server is intended for further dissemination by the user. The uploading of Data and any Content or Icon to the B2L Server and the resulting public access granted are Your exclusive legal and editorial responsibility.

2.4

If You choose to delete any Data, the corresponding BIBLET will disappear from all websites where they have been integrated by users and/or You. This does not affect the rights in or ownership of the Data, Content or Icon used in the deleted BIBLET, which remain with You (or other rightsholder as appropriate).

3.

CONTENT-RELATED AND TECHNICAL CONDITIONS FOR PRODUCING BIBLETS

3.1

BIBLETS may only be produced by You under the following conditions:

Each BIBLET generated by You must contain all relevant elements of, and may not contain more than, the amount of Data (plus any Content or Icon) stated in Appendix 1;

With respect to the Data, Content and any Icon uploaded to the B2L Server, You assert You have unrestricted control of all usage rights required for using this Data and any Content or Icon in the manner described in Clauses 1.1 and 1.2; and

You are not entitled to upload material to the B2L Server other than that described in Appendix 1. In particular, You are not authorised to upload advertisements for unrelated products to the B2L Server.

3.2

You may upload Your Data, Content and Icons in bulk directly to the ftp site provided by B2L through NBSL, or manually add Data field by field. Other automated means of uploading Data, Content and Icons may be made available to You by NBSL during the course of the contract.

4.

CONDITIONS FOR INTEGRATING BIBLETS AND ICONS INTO YOUR SELECTED THIRD PARTY SERVICES

4.1

You may not integrate BIBLETS into third party services that contain illegal content or offers and/or contain content or offers that originate from operators that could reasonably be considered to damage the image, reputation and/or status of BOOK2LOOK. In particular, You may not integrate BIBLETS into websites that are, or express views that are, in the reasonable opinion of NBSL, politically extreme, defamatory, libellous, unlawfully threatening, unlawfully harassing or unlawfully discriminatory, or that contain obscene or pornographic content or content that could be harmful to children. B2L is entitled at any time to request the prompt removal of a BIBLET by You from any third party service that contradicts the above mentioned terms. You shall be afforded the right to defend its choice of website, which NBSL and B2L shall reasonably consider before taking any action to remove the BIBLET. In addition, NBSL is authorised in this case to immediately disable all data and content on the B2L Server that is linked to the BIBLET integrated into the third party service in question.

4.2

You acknowledge that if, on receipt of an explicit written request from NBSL to remove a BIBLET from any third party website, You do not comply with such request, then NBSL can accept no liability from any claims arising.

5.

REMUNERATION

5.1

As remuneration for the use of BOOK2LOOK, NBSL will receive compensation from You for each BIBLET produced by You, for the duration of the contract term, as stated in Schedule A.

5.2

You agree to participate in BOOK2LOOK with a specific number of titles as notified to NBSL.

5.3

For the avoidance of doubt, except for the fees paid by You to NBSL as compensation for the availability of data uploaded for a BIBLET for the duration of the contract term, You shall not be subject to any further charges under this contract.

6.

RIGHTS GUARANTEED

6.1

NBSL guarantees that it is authorized to conclude this contract based on a corresponding agreement with B2L.

6.2

NBSL will indemnify You against third-party copyright claims alleged against You relating to use of the software underlying the BOOK2LOOK service (the “Software”), based on its use in the course of participating in BOOK2LOOK.

6.3

You guarantee that You are the owner of all rights required for using all Data You have uploaded to the B2L Server for the purpose of making the BIBLETS accessible to the public and available for further dissemination (hereinafter referred to as “Contractual Use”), as described in Clauses 1.1 and 1.2. You guarantee, in particular, that You also control rights to the uploaded Icons and Content (including text, graphics, illustrations, photos, etc), as well as the titles of the books in question, and all miscellaneous elements and components of the uploaded Data.

6.4

You assume sole responsibility for ensuring that the Data, Content and Icons You upload to the B2L Server and the Contractual Use of said Data, Content and Icons does not violate legal terms (e.g. competition law, regulations for the protection of minors) or governmental restrictions and regulations, and that the Contractual Use of this Data, Content and Icons does not infringe on third-party rights (e.g. copyright and related rights, personal rights, trademark rights, other industrial property rights).

6.5

You will indemnify NBSL upon first request against all claims alleged by third parties relating to Your participation in BOOK2LOOK and/or the Contractual Use of the data and content uploaded to the B2L Server by You. You will also reimburse NBSL appropriately for any costs accrued in connection with defending against such claims, including the costs of legal defence (e.g. attorney and court fees).

6.6

In the event of enforcement of rights or claims by a third party relating to the contractual use of any Data, Content or Icon uploaded by You to the B2L Server, NBSL has the right to request B2L to block or remove it from BOOK2LOOK pending final clarification of the legal situation.

7.

LIABILITY

7.1

NBSL assumes contractual or non-contractual liability to pay damages to You only as and when:

The damage is traced to a deliberate act or gross negligence on the part of NBSL or B2L; or

The damage constitutes death or personal injury caused by even slight proven negligence on the part of NBSL or B2L.

7.2

The limitation of liability in accordance with Clause 7.1 shall not apply to liability due to binding legislation regarding product liability. It shall also not apply provided that NBSL has assumed a guarantee of the quality of a contractual product/service or if the quality contractually agreed upon is believed to protect You from certain consequential damages.

7.3

Except as specified in Clause 7.1 above, NBSL’s total liability under this contract shall, in any event (to the maximum extent permissible under law) be limited to the sum of Payments paid by You to NBSL as compensation for the availability of data uploaded for a BIBLET for the duration of the contract term.

8.

PROTECTION OF PRIVACY

8.1

The contracting Parties undertake to observe legal provisions with regard to data protection.

9.

CONTRACT TERM AND PROCEDURE FOR TERMINATION

9.1

This contract is for an indefinite period of time, commencing from the Effective Date as specified below at the time of signature. Both Parties have the right to terminate the contract by providing at least 6 months’ notice before the end of any calendar year.

9.2

Either Party may terminate this contract forthwith by written notice to the other if the other Party is in material breach of its obligations hereunder, and does not remedy the same (if it is capable of remedy) within thirty (30) days of notice of such breach being given by the Party not in default.

9.3

This contract may be terminated by either Party forthwith if a bankruptcy petition or receiving order is issued or made against the other Party or the other Party goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction) or suffers the appointment of a receiver of any or all of the property or assets of the other party or the appointment of an administrator or makes any deed or arrangement with or composition for the benefit of any creditors of the other Party.

9.4

Your obligation to provide compensation for BIBLETS that have already been produced and made available, remains unaffected by the termination of the contract.

9.5

Upon termination of the contract – for whatever reason – all BIBLETS uploaded by You to the B2L Server will be deleted and no longer exist, will thus be excluded from further representation in the BIBLETS and through BOOK2LOOK. For the avoidance of doubt, the deletion of BIBLETS effected by termination of the contract does not affect the rights in or ownership of the Data, Content or Icon used in the deleted BIBLET, which remain with You (or other rightsholder as appropriate), or the rights in or ownership of the B2L Server or the Software, which remain with B2L.

10.

MISCELLANEOUS

10.1

NBSL has the right at any time to transfer this contract with all rights and obligations to B2L and will inform You accordingly in the event of such a transfer.

10.2

During the contract term, NBSL has the right to name You as a client in the context of BOOK2LOOK promotion in ads, online, on flyer and informational brochures.

10.3

This contract, along with its appendices, renders the contractual agreements between the Parties final and supersedes any previous agreements the Parties pertaining to the subject matter of the contract. Subsidiary agreements, even in verbal form, shall not be made. Changed or additions to this contract (including this clause) must be received in writing.

10.4

Should any of the provisions of this contract be or become invalid or unenforceable, the effectiveness or viability of remaining provisions will remain unaffected. In this case, the Parties will agree upon a provision that is as close as possible to the invalid or unenforceable provision.

10.5

In the event of any dispute arising out of or relating to this contract or its subject matter not being settled in good faith by the Parties, both Parties irrevocably submit to the exclusive jurisdiction of the English Courts. This contract will be interpreted in accordance with the laws of England.

APPENDIX 1

Each BIBLET contains the following data and content in the following formats:

Category/section, under which the title should be classified, eg BIC or Thema subject categories – multiple entries possible and useful

Tags/key words, under which the title can be found online – multiple entries possible and useful

NOTES

A.1.

Additional BIBLETS may be purchased by You at any time by notification to NBSL, at the rate applicable at the time and as applicable to You based on the total number of BIBLETS purchased.

A.2.

In each case, the fee per BIBLET serves as compensation for the availability of data uploaded for that a BIBLET for the duration of the contract term. If content for a BIBLET is deleted by You from the B2L Server and then re-uploaded by You, a new fee will be incurred in accordance with the rate applicable at the time and as applicable to You based on the total number of BIBLETS purchased.